17-6521.   Inspectors at meetings; powers andduties.(a) In advance of any meeting of stockholders, the corporation shall appointone or more inspectors to act at the meeting and make a written report thereof.The corporation may designate one or more persons as alternate inspectors toreplace any inspector who fails to act. If no inspector or alternate is able toact at a meeting of stockholders, the person presiding at the meeting shallappoint one or more inspectors to act at the meeting. Before entering upon thedischarge of the duties of inspector, each inspector shall take and sign anoath faithfully to execute the duties of inspector with strict impartiality andaccording to the best of such inspector's ability.

      (b)   The inspectors shall:

      (1)   Ascertain the number of shares outstanding and the voting power of each;

      (2)   determine the shares represented at a meeting and the validity of proxiesand ballots;

      (3)   count all votes and ballots;

      (4)   determine and retain for a reasonable period a record of the dispositionof any challenges made to any determination by the inspectors; and

      (5)   certify their determination of the number of shares represented at themeeting, and their count of all votes and ballots. The inspectors may appointor retain other persons or entities to assist the inspectors in the performanceof the duties of the inspectors.

      (c)   The date and time of the opening and the closing of the polls for eachmatter upon which the stockholders will vote at a meeting shall be announced atthe meeting. No ballot, proxies or votes, nor any revocations thereof orchanges thereto, shall be accepted by the inspectors after the closing of thepolls unless the district court upon application by a stockholder determinesotherwise.

      (d)   In determining the validity and counting of proxies and ballots, theinspectors shall be limited to an examination of the proxies, any envelopessubmitted with those proxies, any information provided in accordance withsubsection (f) of K.S.A. 17-6501 or subsection (c)(2) of 17-6502, andamendments thereto, or any information provided pursuant to subsection(a)(2)(B)(i) or (iii) of K.S.A. 17-6501, and amendments thereto, ballots andthe regular books and records of the corporation, except that the inspectorsmay consider other reliable information for the limited purpose of reconcilingproxies and ballots submitted by or on behalf of banks, brokers, their nomineesor similar persons which represent more votes than the holder of a proxy isauthorized by the record owner to cast or more votes than the stockholder holdsof record. If the inspectors consider other reliable information for thelimited purpose permitted herein, the inspectors at the time they make theircertification pursuant to subsection (b)(5) shall specify the preciseinformation considered by them including the person or persons from whom theyobtained the information, when the information was obtained, the means by whichthe information was obtained and the basis for the inspectors' belief that suchinformation is accurate and reliable.

      (e)   Unless otherwise provided in the articles of incorporation or bylaws,this section shall not apply to a corporation that does not have a class ofvoting stock that is:

      (1)   Listed on a national securities exchange;

      (2)   authorized for quotation on an interdealer quotation system of aregistered national securities association; or

      (3)   held of record by more than 2,000 stockholders.

      (f)   This section shall be part of and supplemental to the Kansas generalcorporation code, and amendments thereto.

      History:   L. 2004, ch. 143, § 45; Jan. 1, 2005.